Page 9 - The CFIUS Book

Why CFIUS matters to you
THE CFIUS BOOK
CFIUS HAS THE POWER TO UNWIND A DEAL.
CFIUS, The Committee on Foreign Investment in the United States, has the power to unwind a deal. Give that idea a moment’s reflection. Think of
the point at which your deal team has spent hundreds of hours and thousands of dollars in fees on drafting, negotiating, and closing a deal . . . Ok, got it? Now imagine that CFIUS uses its authority to unwind that deal after it has closed. Or imagine that CFIUS uses its power to change the terms of your deal by requiring mitigation steps, or simply halts your deal before it is completed because the Committee is not satisfied with the deal’s mitigation of national security risk.
HOWEvER, A REvIEWED TRANSACTION MAy qUALIFy FOR A SAFE HARBOR.
Where CFIUS reviews a transaction and concludes its review with a decision not to take action, or where the President announces he will not
exercise his authority to prohibit the transaction, that transaction will no longer be subject to action by the Committee or the President. The same safe harbor applies where the Committee informs the parties in writing that a transaction is not covered by CFIUS. However, material misstatements or omissions made by a party in connection with a CFIUS review or investigation may result in the Committee reopening a completed review or investigation. So the harbor is only safe if the parties sailed in under a genuine flag.
9